When you’re running a startup or small business, you’re probably spending most of your energy on sales, delivery, hiring and cashflow. So it’s easy to treat the “signing page” of a contract as an afterthought.
But that “signing page” is often where things quietly go wrong.
In most contracts, the section that sets out who is signing, how they are signing, and what capacity they are signing in is called the execution block. If the execution block is incomplete or incorrect, you can end up with disputes about whether the contract is binding, whether the right party signed, or whether the person signing had authority to do so.
This article breaks down what an execution block is, why it matters, and what to check before you sign-especially if you’re signing as a company, using electronic signatures, or signing in counterparts.
What Is An Execution Block (And Why Does It Matter)?
An execution block is the part of a contract-usually at the end-that shows how the agreement is being formally signed (or “executed”).
It typically records details like:
- the legal name of each party (including the correct company name, ACN/ABN where relevant)
- who is signing on behalf of each party
- whether the signer is a director, secretary, sole trader, partner, or authorised representative
- the signature, name, date, and sometimes a witness
- special execution methods (for example, signing under section 127 of the Corporations Act)
From a business perspective, the execution block matters because it reduces the risk of disputes about whether the contract is enforceable. It also helps ensure the contract is signed by the right entity and the right person.
And if you’re ever trying to enforce a contract (for example, chasing unpaid invoices or relying on a restraint clause), clean execution can make your position much stronger.
If you’re unsure what makes an agreement enforceable in the first place, it helps to understand what makes a contract legally binding-because execution is often the final step that removes doubt.
What You’ll Usually See In An Execution Block
There isn’t one universal format for an execution block. It depends on the type of party (individual vs company), whether a deed is involved, and how the contract is being signed.
That said, most execution blocks include a few common building blocks.
1. Correct Party Details
The execution block should match the party details at the start of the agreement.
For example:
- If you’re a company, it should use the company’s exact registered name and usually include the ACN (and sometimes ABN).
- If you’re a sole trader, it should use your personal legal name, and may also reference your trading name/ABN.
- If you operate through a trust, the contracting party may be the trustee (for example, “XYZ Pty Ltd ACN… as trustee for…”).
This sounds basic, but it’s a common issue for startups-especially where the business has restructured, changed names, or is operating under a trading name that isn’t the legal entity.
2. Signature Lines And Printed Names
A good execution block doesn’t just include a signature scribble. It also includes:
- printed name of the person signing
- their title/office (for example, “Director”)
- date of signing
This is particularly important when you’re signing for a company, because it shows the connection between the signer and the legal entity.
3. Authority Wording (Signing “For And On Behalf Of”)
Where someone signs for a business, you’ll often see wording like:
“Signed for and on behalf of by its authorised representative”
This is more than formality-it signals that the agreement is intended to bind the business, not the individual signer personally.
4. Witness Details (If Required)
Some contracts (especially certain deeds, guarantees, or documents requiring witnessing) may include witness lines. Whether a witness is legally required depends on the type of document, the jurisdiction, and how it’s being executed.
Even when witnessing isn’t strictly required, some parties still include it as a “belt and braces” approach. The key is to ensure the witness details are actually completed properly (name, signature, and ideally address/occupation if requested).
How To Execute A Contract If You’re A Company (And Why Section 127 Comes Up So Often)
If your business operates through a company (Pty Ltd), execution gets a little more technical-but it’s also where you can gain extra certainty if it’s done correctly.
In Australia, many companies execute agreements “under section 127” of the Corporations Act 2001 (Cth). This matters because it can help the other party rely on assumptions that the document was properly executed, without needing to investigate internal approvals.
In practical terms, a section 127 execution block commonly looks like:
- two directors sign; or
- a director and a company secretary sign; or
- for a proprietary company with a sole director who is also the sole company secretary, that person signs in both capacities (depending on the company’s officeholders); or
- for a proprietary company with a sole director and no company secretary, that sole director signs (as permitted under the Corporations Act)
The exact approach depends on your company’s structure and who is appointed. If you’re not sure what applies, it’s worth getting it checked before signing, because “almost right” execution can still create uncertainty later.
If you want a deeper explanation of how this works in practice, section 127 is a good starting point.
Common Company Execution Mistakes We See
From a small business perspective, these are some of the execution block issues that come up most often:
- Wrong entity signs (for example, you sign personally, but the contract is meant to be with your company).
- Director signs, but the execution block says “authorised representative” without clarifying authority or role.
- Two signatures are required by the execution block, but only one person signs.
- Company name is inconsistent (trading name used in one place, legal name in another).
- Outdated roles (someone signs as “director” but has resigned, or was never appointed).
If you’re setting up your company foundations and want to avoid these issues early, having a clear Company Constitution (and consistent records of directors/secretaries) can make execution and authority much cleaner.
Electronic Signatures, Counterparts And Remote Signing: What SMEs Should Watch For
These days, most startups and SMEs sign contracts remotely-often on a phone, between meetings, or across time zones. That’s normal.
The key is to make sure the execution block and the contract terms support the way you’re actually signing.
Electronic Signatures
Many contracts can be signed electronically in Australia, but the details matter. The enforceability of an electronic signature can depend on things like:
- the type of document (for example, some deeds, statutory declarations, and witnessing requirements can be more sensitive, and may differ between states and territories)
- whether the parties consent to electronic signing
- whether the signing method reliably identifies the person and indicates their intention to sign
A well-drafted contract will usually include an “electronic execution” clause (or similar) so everyone is on the same page.
If you’re weighing up whether you really need a wet signature for a particular document, it’s worth understanding the difference between wet ink signatures and electronic signing in an Australian legal context.
Signing In Counterparts
Signing “in counterparts” means each party signs a separate copy of the same agreement (rather than everyone signing the exact same physical page).
This is extremely common for:
- remote deals
- multi-party agreements
- transactions where the contract needs to be signed quickly
Many contracts include a counterparts clause confirming that separate signed copies together form one binding agreement. If you don’t see this clause, it doesn’t necessarily mean the contract can’t be signed remotely-but it’s a prompt to slow down and make sure the process is clear.
Dating The Agreement
The execution block usually includes a date line. This can seem minor, but the date can affect:
- when obligations start
- when payment terms run from
- notice periods
- renewal dates and termination rights
As a practical tip: if you’re signing in counterparts over a few days, make sure everyone agrees on the “effective date” (which can be the last signature date, or a specific commencement date set in the contract).
Execution Blocks And Authority: Who Can Sign For Your Business?
One of the biggest risks for SMEs isn’t just how a contract is signed-it’s whether the signer actually had authority.
This issue comes up a lot when:
- a staff member signs a supplier agreement without approval
- a co-founder signs a major deal without the other directors knowing
- a contractor signs “on behalf of” your business
- a sales manager agrees to terms outside your standard template
Set Clear Internal Rules (Before You Need Them)
Even if your business is small, it helps to set internal signing rules early, such as:
- what contracts staff can sign (and up to what dollar value)
- when director approval is required
- who can approve non-standard terms
- where signed contracts are stored
This is less about bureaucracy and more about protecting you from accidental commitments.
When You Have Co-Founders Or Investors
If you have more than one owner, authority and decision-making should be aligned with your governance documents.
For many startups, a Shareholders Agreement is the document that sets out who can make key decisions, how deadlocks are handled, and what approvals are needed for major actions.
While a shareholders agreement doesn’t replace the need for clean execution blocks, it reduces the chances of internal disputes about whether someone was authorised to sign in the first place.
Be Careful With “Signing As” Language
Execution blocks sometimes include “Signed by ” without clarifying capacity. If the contract is meant to be with your company, your execution block should make that obvious.
Otherwise, you may end up arguing later about whether the individual signed personally (and is personally liable) or signed for the company.
A Practical Execution Block Checklist (Before You Sign)
If you want one simple takeaway, it’s this: treat the execution block like a final risk check. Before you sign, run through the following.
Execution Block Checklist For Startups And SMEs
- Is the correct legal entity named? (Not just the trading name-check the company name and ACN, or your personal name if you’re a sole trader.)
- Does the execution block match the party details? Make sure the signing page matches the “Parties” section at the start.
- Is the right person signing? Confirm they are a director/secretary/authorised representative with appropriate authority.
- Are all required signatures present? If the execution block requires two directors, make sure two directors sign.
- Are names and titles printed clearly? Don’t leave it to guesswork later.
- Is the date correct and consistent? If the contract has a commencement date elsewhere, ensure it aligns.
- Does the contract allow electronic signing and counterparts? If you’re signing remotely, the contract should support that.
- Is witnessing required? If there’s a witness line, confirm whether it’s mandatory and complete it properly.
One more practical point: make sure you store the final signed copy somewhere accessible. A contract you can’t find is surprisingly hard to enforce.
And if the contract includes other legal “must-haves” for your business-like customer terms, IP clauses, or privacy obligations-it can be worth checking you have the right supporting documents in place too, such as a Privacy Policy if you collect personal information online.
Key Takeaways
- The execution block is the part of the contract that records how each party is signing, and it can be critical to whether your contract is enforceable.
- A strong execution block clearly identifies the legal entity, the signer’s name and capacity, and includes all required signatures, dates, and witness details (if needed).
- If you’re signing as a company, execution (including under section 127) should match your company structure-otherwise you can end up with avoidable uncertainty.
- Electronic signing and signing in counterparts is common for startups and SMEs, but the contract should support the method you’re using and document consent clearly.
- Authority matters: it’s worth setting internal signing rules early so only the right people can commit your business to significant obligations.
If you’d like help reviewing a contract before you sign (including whether the execution block is set up correctly for your business), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
